Mira LaCous
BIO KEY INTERNATIONALAbout Mira LaCous
Mira K. LaCous (age 63) is Chief Technology Officer at BIO‑key (BKYI), serving as CTO since March 13, 2014; she previously served as SVP of Technology & Development (2012–2014) and VP of Technology & Development (2000–2012). She holds a Bachelor’s in Computer Science with mathematics and physics from North Dakota State University and has led global deployments in biometric security, IAM, and related technologies; BIO‑key disclosures credit her with bringing numerous products to market and (historically) authoring multiple patents . Pay-versus-performance disclosures indicate company TSR deterioration over 2022–2024 and substantial net losses; management notes non-PEO NEO pay (which included LaCous in 2022) was not aligned with TSR in the disclosed period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BIO‑key International, Inc. | Chief Technology Officer | 2014–present | Leads product/engineering across biometric security/IAM; delivered multiple innovative products and large-scale deployments |
| BIO‑key International, Inc. | SVP, Technology & Development | 2012–2014 | Oversaw development and solution architecture, team leadership, and customer programs |
| BIO‑key International, Inc. | VP, Technology & Development | 2000–2012 | Early leadership of technology organization; shipped biometric systems/algorithms and related products |
Fixed Compensation
| Year | Base salary ($) | Target bonus % (plan/contract) | Actual cash bonus reported |
|---|---|---|---|
| 2022 | 223,000 | ≤50% of base salary (discretionary) | Not separately reported in SCT (no bonus column) |
| 2021 | 216,333 | ≤50% of base salary (discretionary) | “-” in bonus column |
| 2020 | 213,000 | ≤50% of base salary (discretionary) | “-” in bonus column |
Notes:
- Employment agreement (originally dated Nov 20, 2001) provides a discretionary bonus not to exceed 50% of base salary, auto-renews annually, and includes one-year non-compete/non-solicit covenants .
Performance Compensation
- 2017 NEO incentive bonus plan (historical): Cash pool equal to 10% of net income if revenue >$5.0M; 12% if revenue >$10.0M; 15% if revenue >$12.5M; allocated among NEOs and key employees pro rata by base salary. Vesting: N/A (annual cash) .
- 2021–2022 approach (as disclosed): BIO‑key describes executive compensation as base salary, an annual performance-based cash bonus opportunity (discretionary; no formulaic metrics disclosed for LaCous), and long-term equity awards . CEO has a separate “Performance Bonus” construct at the committee’s discretion; specific metric weightings/targets were not provided for non-PEO NEOs in the cited years .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net income (pool) with revenue thresholds (2017 plan) | N/A (pooling mechanism) | 10% of NI if rev >$5M; 12% if rev >$10M; 15% if rev >$12.5M | Not disclosed | Allocated by salary proportion | N/A |
Equity Ownership & Alignment
- Beneficial ownership (most recent): As of June 20, 2025, LaCous beneficially owned 10,706 BKYI shares (<1% of class; 6,848,775 shares outstanding) .
- Prior snapshot with breakdown: As of October 31, 2023, LaCous beneficially owned 52,501 shares, including 15,626 shares issuable upon exercise of options within 60 days and 21,625 shares of restricted stock of which 16,375 remained unvested (<1% of class) .
| Date | Total beneficial ownership (sh) | % of class | Components disclosed |
|---|---|---|---|
| 6/20/2025 | 10,706 | <1% | Not broken out (table shows totals by insider) |
| 10/31/2023 | 52,501 | <1% | 15,626 options exercisable within 60 days; 21,625 RS outstanding of which 16,375 unvested |
Outstanding equity awards (as of 12/31/2022):
| Instrument | Quantity | Exercise/Grant price ($) | Expiration/Vesting | Status/Value |
|---|---|---|---|---|
| Stock options | 12,500 | 21.20 | 3/16/2024 | Exercisable |
| Stock options | 1,563 | 15.68 | 3/23/2025 | Exercisable |
| Stock options | 1,563 | 9.44 | 3/21/2026 | Exercisable |
| Unvested restricted stock | 8,875 | N/A | Time-based; schedule not specified in table | $5,236 market value at 12/31/22 (close $0.59) |
Vesting schedules (select disclosed awards and plan features):
- Restricted stock grant on Aug 25, 2020: 33,000 shares vest in equal annual installments over three years (service-based) .
- 2015 Equity Incentive Plan: Single-trigger acceleration—upon a Change in Control, all options vest immediately and forfeiture restrictions on restricted stock lapse .
- 2023 Stock Incentive Plan: Acceleration on Change in Control may be approved at grant or after, at the committee’s discretion; can also cash-out or cancel underwater awards in a transaction .
Hedging/pledging and ownership practices:
- Policy prohibits hedging and holding shares in margin accounts; pledging of company shares is prohibited while in possession of MNPI (no specific ownership guidelines disclosed) .
Employment Terms
| Term | Detail |
|---|---|
| Employment start | Employment agreement dated Nov 20, 2001; auto-renews annually unless terminated with at least one-month prior written notice (treated as termination without cause) |
| Current role tenure | CTO since March 13, 2014 |
| Bonus opportunity | Discretionary; capped at 50% of base salary under employment agreement |
| Severance (termination without cause) | 9 months of then-current base salary |
| Non-compete / Non-solicit | One-year post-termination restrictions; confidentiality and work‑made‑for‑hire provisions also apply |
| Change in control (CIC) | Equity awards accelerate under 2015 plan (single trigger); under 2023 plan, acceleration is at committee discretion; no individual CIC cash multiple disclosed for LaCous |
| Clawback/forfeiture | Company has a Clawback Policy; plan includes cause/adverse‑action forfeiture and one-year recoupment window on misconduct; no recoveries required for 2023 restatement as executives had no incentive-based comp that year |
Performance Context
| Year | Value of $100 investment (TSR) | Net loss ($) |
|---|---|---|
| 2024 | 4.29 | 4,300,692 |
| 2023 | 7.53 | 8,521,837 |
| 2022 | 26.43 | 11,909,903 |
Notes:
- BIO‑key states NEO compensation (non‑PEO) was not aligned with TSR across the disclosed years and that CEO pay aligned more closely with net loss than TSR .
Investment Implications
- Alignment and selling pressure: LaCous’ current direct stake is small (10,706 shares as of 6/20/2025; <1%), reducing near‑term selling pressure from vesting; the 2020 RS grant fully vested by 2023, and 2022 outstanding unvested RS was modest in value at year‑end 2022 ($5,236) . Hedging is prohibited and pledging is restricted, supporting alignment with shareholders .
- Incentive design: Recent disclosures emphasize salary and discretionary annual bonus with limited formulaic performance metrics for non‑PEO NEOs, plus time‑based equity—lower pay‑for‑performance sensitivity and potentially weaker TSR alignment (consistent with the company’s PVP narrative) .
- Retention risk: Long tenure (with BIO‑key since 2000; CTO since 2014) and relatively modest severance (nine months of salary) suggest moderate replacement cost but limited golden‑parachute protections for LaCous personally; equity accelerates on CIC under legacy plan terms, which could modestly increase cost on a transaction but is less relevant given her current small stake .
- Watch items: Monitor any new equity grants under the 2023 plan (committee discretion on CIC acceleration), future SCT inclusion to assess cash vs equity mix, and any changes to bonus metrics. Continued losses and TSR dynamics may prompt compensation redesign; any increase in guaranteed pay or repricing of equity would be a red flag .